Common use of Company Stockholder Deliverables Clause in Contracts

Company Stockholder Deliverables. (a) At least three (3) Business Days prior to the Closing Date, Atlas shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company (or any of its Affiliates) shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Common Shares and each Company Common Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Adjusted Transaction Share Consideration issuable in respect of such Company Common Shares pursuant to Section 2.1(h) and on the terms and subject to the other conditions set forth in this Agreement. The Company shall reasonably cooperate with Atlas and the Exchange Agent in connection with the appointment of the Exchange Agent, the entry into the Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by Atlas, by also entering into the Exchange Agent Agreement in the form agreed to by Atlas and the Exchange Agent) and the covenants and agreements in this Section 2.5 (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by Atlas, or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated hereby). (b) At the Effective Time, Atlas shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 2.5 through the Exchange Agent, evidence of Atlas New Class B Shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(h) in exchange for the Company Common Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(h) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (c) Each Company Stockholder whose Company Common Shares have been converted into the right to receive a portion of the Adjusted Transaction Share Consideration pursuant to Section 2.1(h) shall be entitled to receive the portion of the Adjusted Transaction Share Consideration to which he, she or it is entitled on the date provided in Section 2.5(d) upon delivery of the Allocation Schedule, certified by the Chief Executive Officer of the Company (the “Certified Allocation Schedule”), together with digital certificates representing all Company Common Shares, along with digital assignments for transfer, free and clear of all Liens, of all Company Common Shares, in accordance with the customary procedures under the Company’s Carta platform, to the Exchange Agent. (d) If the Certified Allocation Schedule is delivered to the Exchange Agent in accordance with Section 2.5(c) (i) at least two (2) Business Days prior to the Closing Date, then Atlas and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the applicable Company Stockholder in book-entry form on the Closing Date, or (ii) less than two (2) Business Days prior to the Closing Date, then Atlas and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the Company Stockholder in book-entry form within two (2) Business Days after such delivery. (e) If any portion of the Adjusted Transaction Share Consideration is to be issued to a Person other than the Company Stockholder in whose name the surrendered Certificate or the transferred Company Common Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Share Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Common Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Common Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (f) No interest will be paid or accrued on the Adjusted Transaction Share Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.5, each Company Common Share (excluding any Dissenting Shares and the Company Shares cancelled and extinguished pursuant to Section 2.1(i)) shall solely represent the right to receive a portion of the Adjusted Transaction Share Consideration to which such Company Common Share is entitled to receive pursuant to Section 2.1(h). (g) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Common Shares that were outstanding immediately prior to the Effective Time. (h) Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders twelve (12) months following the Closing Date shall be delivered to Atlas or as otherwise instructed by Atlas, and any Company Stockholder who has not exchanged his, her or its Company Common Shares for the applicable portion of the Adjusted Transaction Share Consideration in accordance with this Section 2.5 prior to that time shall thereafter look only to Atlas for the issuance of the applicable portion of the Adjusted Transaction Share Consideration, without any interest thereon. None of Atlas, the Surviving Company or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Share Consideration remaining unclaimed by the Company Stockholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Atlas free and clear of any claims or interest of any Person previously entitled thereto.

Company Stockholder Deliverables. (a) At least three (3) Business Days prior to the Closing Date, Atlas Acquiror shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company (or any of its Affiliates) shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) Agreement for the purpose of exchanging certificates for Company Stock (collectively, the “Certificates”), if any, representing the Company Common Shares Stock and each share of Company Common Share Stock held in book-entry form on the stock transfer books of the Company immediately prior to the First Effective Time, in either case, for the portion of the Adjusted Transaction Per Share Merger Consideration issuable in respect of such Company Common Shares Stock pursuant to Section 2.1(h3.02(a) and on the terms and subject to the other conditions set forth in this Agreement. The Company shall reasonably cooperate with Atlas Acquiror and the Exchange Agent in connection with the appointment of the Exchange Agent, the entry into the Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by AtlasAcquiror, by also entering into the Exchange Agent Agreement in the form agreed to by Atlas Acquiror and the Exchange Agent) and the covenants and agreements in this Section 2.5 3.03 (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by AtlasAcquiror, or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated hereby). (b) At Prior to the First Effective Time, Atlas Acquiror shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 2.5 3.03 through the Exchange Agent, evidence Acquiror shall deposit with the Exchange Agent the number of Atlas New Class B Shares in book-entry form representing the portion shares of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(h) in exchange for the Company Domesticated Acquiror Common Shares outstanding immediately prior Stock equal to the Effective TimeMerger Consideration. All shares in book-entry form representing the portion of the Adjusted Transaction Share Merger Consideration issuable pursuant to Section 2.1(h) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (c) Each Company Stockholder whose shares of Company Common Shares Stock have been converted into the right to receive a portion of the Adjusted Transaction Share Merger Consideration pursuant to Section 2.1(h3.02(a) shall be entitled to receive the portion of the Adjusted Transaction Share Merger Consideration to which he, she or it is entitled on the date provided in Section 2.5(d3.03(d) upon delivery of the Allocation Schedule, certified by the Chief Executive Officer an officer of the Company (the “Certified Allocation Schedule”), together with digital certificates representing all Company Common SharesStock, along with digital assignments for transfer, free and clear of all Liens, of all Company Common SharesStock, in accordance with the customary procedures under the Company’s Carta platform, to the Exchange Agent. (d) If the Certified Allocation Schedule is delivered to the Exchange Agent in accordance with Section 2.5(c3.03(c) (i) at least two (2) Business Days prior to the Closing Date, then Atlas Acquiror and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Merger Consideration to be issued to the applicable Company Stockholder in book-entry form on the Closing Date, or (ii) less than two (2) Business Days prior to the Closing Date, then Atlas Acquiror and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Merger Consideration to be issued to the Company Stockholder in book-entry form within two (2) Business Days after such delivery. (e) If any portion of the Adjusted Transaction Share Merger Consideration is to be issued to a Person other than the Company Stockholder in whose name the surrendered Certificate or the transferred shares of Company Common Share Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Company Common Share Stock in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or share of Company Common Share Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (f) No interest will be paid or accrued on the Adjusted Transaction Share Merger Consideration (or any portion thereof). From and after the First Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.53.03, each shares of Company Common Share Stock (excluding any Dissenting Shares and the shares of Company Shares Stock cancelled and extinguished pursuant to Section 2.1(i3.02(e)) shall solely represent the right to receive a portion of the Adjusted Transaction Share Merger Consideration to which such shares of Company Common Share Stock is entitled to receive pursuant to Section 2.1(h3.02(a). (g) At the First Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Common Shares Stock that were outstanding immediately prior to the First Effective Time. (h) Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders twelve (12) months following the Closing Date shall be delivered to Atlas Acquiror or as otherwise instructed by AtlasAcquiror, and any Company Stockholder who has not exchanged his, her or its Company Common Shares Stock for the applicable portion of the Adjusted Transaction Share Merger Consideration in accordance with this Section 2.5 3.03 prior to that time shall thereafter look only to Atlas Acquiror for the issuance of the applicable portion of the Adjusted Transaction Share Merger Consideration, without any interest thereon. None of AtlasAcquiror, the Surviving Company Corporation, the Surviving Entity or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Share Merger Consideration remaining unclaimed by the Company Stockholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity Authority shall become, to the extent permitted by applicable Law, the property of Atlas Acquiror free and clear of any claims or interest of any Person previously entitled thereto.

Company Stockholder Deliverables. (a) At least three As promptly as reasonably practicable following the date of this Agreement, but in no event later than five (35) Business Days prior to the Closing Date, Atlas CHFW shall appoint Continental (or its applicable Affiliate) as an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company (or any of its Affiliates) shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Common Shares and each Company Common Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Adjusted Transaction Share Consideration issuable in respect of such Company Common Shares pursuant to Section 2.1(h2.1(b)(vii) and on the terms and subject to the other conditions set forth in this Agreement. The Company shall reasonably cooperate with Atlas and Notwithstanding the Exchange Agent foregoing or anything to the contrary herein, in connection with the appointment of event that Continental is unable or unwilling to serve as the Exchange Agent, then CHFW and the entry Company shall, as promptly as reasonably practicable thereafter, but in no event later than the Closing Date, mutually agree upon an exchange agent (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), CHFW shall appoint and enter into an exchange agent agreement with such exchange agent, who shall for all purposes under this Agreement constitute the Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by Atlas, by also entering into the Exchange Agent Agreement in the form agreed to by Atlas and each of CHFW and the Exchange Agent) and Company shall mutually agree to any changes to the covenants and agreements Letter of Transmittal in this Section 2.5 order to satisfy any requirements of such exchange agent (including the provision of any informationin either case, such agreement not to be unreasonably withheld, conditioned or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by Atlas, or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated herebydelayed). (b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to the Company Stockholders a Letter of Transmittal. (c) At the Effective Time, Atlas CHFW shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 2.5 through the Exchange Agent, evidence of Atlas New Class B CHFW Shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(h2.1(b)(vii) in exchange for the Company Common Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(h2.1(b)(vii) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (cd) Each Company Stockholder whose Company Common Shares have been converted into the right to receive a portion of the Adjusted Transaction Share Consideration pursuant to Section 2.1(h2.1(b)(vii) shall be entitled to receive the portion of the Adjusted Transaction Share Consideration to which he, she or it is entitled on the date provided in Section 2.5(d2.5(e) upon delivery (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the Allocation Schedule, certified form required by the Chief Executive Officer Letter of the Company (the “Certified Allocation Schedule”Transmittal), together with digital certificates representing all the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent or (ii) delivery of an “agent’s message” in the case of Company Common SharesShares held in book-entry form, along with digital assignments for transfer, free and clear of all Liens, of all Company Common Shares, in accordance together with the customary procedures under delivery of a properly completed and duly executed Letter of Transmittal (including, for the Company’s Carta platformavoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent. (de) If a properly completed and duly executed Letter of Transmittal, together with any Certificates (or affidavit of loss in lieu thereof in the Certified Allocation Schedule form required by the Letter of Transmittal) or an “agent’s message”, as applicable, is delivered to the Exchange Agent in accordance with Section 2.5(c2.5(d) (i) at least two one (21) Business Days Day prior to the Closing Date, then Atlas CHFW and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the applicable Company Stockholder in book-entry form on the Closing Date, or (ii) less than two one (21) Business Days Day prior to the Closing Date, then Atlas CHFW and the Company (or the Surviving Company) shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the Company Stockholder in book-entry form within two (2) Business Days after such delivery. (ef) If any portion of the Adjusted Transaction Share Consideration is to be issued to a Person other than the Company Stockholder in whose name the surrendered Certificate or the transferred Company Common Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Share Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Common Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Common Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (fg) No interest will be paid or accrued on the Adjusted Transaction Share Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.5, each Company Common Share (excluding any Dissenting Shares and other than, for the avoidance of doubt, the Company Shares cancelled and extinguished pursuant to Section 2.1(i2.1(b)(viii)) shall solely represent the right to receive a portion of the Adjusted Transaction Share Consideration and payment for any fractional shares to which such Company Common Share is entitled to receive pursuant to Section 2.1(h2.1(b)(vii) and Section 2.1(b)(ix). (gh) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Common Shares that were outstanding immediately prior to the Effective Time. (hi) Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders twelve (12) months following the Closing Date shall be delivered to Atlas CHFW or as otherwise instructed by AtlasCHFW, and any Company Stockholder who has not exchanged his, her or its Company Common Shares for the applicable portion of the Adjusted Transaction Share Consideration in accordance with this Section 2.5 prior to that time shall thereafter look only to Atlas CHFW for the issuance of the applicable portion of the Adjusted Transaction Share Consideration, without any interest thereon. None Neither of Atlas, CHFW nor the Surviving Company or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Share Consideration remaining unclaimed by the Company Stockholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Atlas CHFW free and clear of any claims or interest of any Person previously entitled thereto.

Company Stockholder Deliverables. (a) At least three (3) Business Days prior to the Closing Date, Atlas AHAC shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company (or any of its Affiliates) shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Common Shares and Shares, each Company Common Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Adjusted Transaction Share Merger Consideration issuable in respect of such Company Common Shares Share pursuant to Section 2.1(h) 2.1(a)(vii), and on the terms and subject to the other conditions set forth in this Agreement. The Company shall reasonably cooperate with Atlas and the Exchange Agent in connection with the appointment of the Exchange Agent, the entry into the Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by Atlas, by also entering into the Exchange Agent Agreement in the form agreed to by Atlas and the Exchange Agent) and the covenants and agreements in this Section 2.5 (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by Atlas, or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated hereby). (b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to the Company Stockholders a letter of transmittal in a customary form to be mutually agreed between the Parties (a “Letter of Transmittal”); provided that any representations and warranties made by a Company Stockholder in a Letter of Transmittal shall be limited to authority, title to the applicable Company Shares and absence of liens on the applicable Company Shares. (c) Prior to the Effective Time, Atlas AHAC shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 2.5 2.6 through the Exchange Agent, evidence of Atlas New Class B Shares AHAC Common Stock in book-entry form representing the portion of the Adjusted Transaction Share Merger Consideration issuable pursuant to Section 2.1(h2.1(a)(vii) in exchange for the Company Common Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Adjusted Transaction Share Merger Consideration issuable pursuant to Section 2.1(h2.1(a)(vii) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (cd) Each Company Stockholder whose Company Common Shares have been converted into the right to receive a portion of the Adjusted Transaction Share Merger Consideration pursuant to Section 2.1(h2.1(a)(vii) shall be entitled to receive the portion of the Adjusted Transaction Share Merger Consideration to which he, she or it is entitled on the date provided in Section 2.5(d2.6(e) upon delivery (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the Allocation Schedule, certified form required by the Chief Executive Officer Letter of the Company (the “Certified Allocation Schedule”Transmittal), together with digital certificates representing all the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent or (ii) delivery of an “agent’s message” in the case of Company Common SharesStock held in book-entry form, along with digital assignments for transfer, free and clear of all Liens, of all Company Common Shares, in accordance together with the customary procedures under delivery of a properly completed and duly executed Letter of Transmittal (including, for the Company’s Carta platformavoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent. (de) If a properly completed and duly executed Letter of Transmittal, together with any Certificates (or affidavit of loss in lieu thereof in the Certified Allocation Schedule form required by the Letter of Transmittal) or an “agent’s message”, as applicable, is delivered to the Exchange Agent in accordance with Section 2.5(c2.6(d) (i) at least two (2) one Business Days Day prior to the Closing Date, then Atlas AHAC and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Merger Consideration to be issued to the applicable Company Stockholder in book-entry form on the Closing Date, or (ii) less than two (2) one Business Days Day prior to or on or after the Closing Date, then Atlas AHAC and the Company (or the Surviving Corporation) shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Merger Consideration to be issued to the Company Stockholder in book-entry form within two (2) Business Days after such delivery. (ef) If any portion of the Adjusted Transaction Share Merger Consideration is to be issued to a Person other than the Company Stockholder in whose name the surrendered Certificate or the transferred Company Common Share Shares in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Common Share Shares in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Common Share Shares in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (fg) No interest will be paid or accrued on the Adjusted Transaction Share Merger Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.52.6, each Company Common Share (excluding any other than, for the avoidance of doubt, the Dissenting Shares and the Company Shares cancelled and extinguished pursuant to in accordance with Section 2.1(i2.1(a)(viii)) shall solely represent the right to receive a portion of the Adjusted Transaction Share Merger Consideration to which such Company Common Share is entitled to receive pursuant to Section 2.1(h2.1(a)(vii). (gh) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Common Shares that were outstanding immediately prior to the Effective Time. (hi) Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders twelve (12) months following the Closing Date shall be delivered to Atlas AHAC or as otherwise instructed by AtlasAHAC, and any Company Stockholder who has not exchanged his, her or its Company Common Shares for the applicable portion of the Adjusted Transaction Share Merger Consideration in accordance with this Section 2.5 2.6 prior to that time shall thereafter look only to Atlas AHAC for the issuance of the applicable portion of the Adjusted Transaction Share Merger Consideration, without any interest thereon. None of AtlasAHAC, the Surviving Company Corporation or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Share Merger Consideration remaining unclaimed by the Company Stockholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Atlas AHAC free and clear of any claims or interest of any Person previously entitled thereto.

Company Stockholder Deliverables. (a) At least three (3) Business Days prior to the Closing Date, Atlas Tailwind shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company (or any of its Affiliates) shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Common Shares and each Company Common Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Adjusted Transaction Share Consideration issuable in respect of such Company Common Shares pursuant to Section 2.1(h2.1(g) and on the terms and subject to the other conditions set forth in this Agreement. The Company and the Company Stockholder Representative shall each reasonably cooperate with Atlas Tailwind and the Exchange Agent in connection with the appointment of the Exchange Agent, the entry into the Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by AtlasTailwind, by also entering into the Exchange Agent Agreement in the form agreed to by Atlas Tailwind and the Exchange Agent) and the covenants and agreements in this Section 2.5 (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by AtlasTailwind, or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated hereby). (b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to each of the Company Stockholders a Letter of Transmittal (which, for the avoidance of doubt, shall include an acknowledgement and agreement by each Company Stockholder to agree to be bound by the covenants, agreements and obligations set forth in Section 5.23). (c) At the Effective Time, Atlas Tailwind shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 2.5 through the Exchange Agent, evidence of Atlas New Class B Tailwind Shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(h2.1(g) in exchange for the Company Common Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Adjusted Transaction Share Consideration issuable pursuant to Section 2.1(h2.1(g) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (cd) Each Company Stockholder whose Company Common Shares have been converted into the right to receive a portion of the Adjusted Transaction Share Consideration pursuant to Section 2.1(h2.1(g) shall be entitled to receive the portion of the Adjusted Transaction Share Consideration to which he, she or it is entitled on the date provided in Section 2.5(d2.5(e) upon delivery (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the Allocation Schedule, certified form required by the Chief Executive Officer Letter of the Company (the “Certified Allocation Schedule”Transmittal), together with digital certificates representing all the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any other documents or agreements required by the Letter of Transmittal), to the Exchange Agent or (ii) delivery of an “agent’s message” in the case of Company Common SharesShares held in book-entry form, along with digital assignments for transfer, free and clear of all Liens, of all Company Common Shares, in accordance together with the customary procedures under delivery of a properly completed and duly executed Letter of Transmittal (including, for the Company’s Carta platformavoidance of doubt, any other documents or agreements required by the Letter of Transmittal), to the Exchange Agent. (de) If a properly completed and duly executed Letter of Transmittal, together with any Certificates (or affidavit of loss in lieu thereof in the Certified Allocation Schedule form required by the Letter of Transmittal) or an “agent’s message”, as applicable, and any other documents or agreements required by the Letter of Transmittal, is delivered to the Exchange Agent in accordance with Section 2.5(c2.5(d) (i) at least two (2) Business Days prior to the Closing Date, then Atlas Tailwind and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the applicable Company Stockholder in book-entry form on the Closing Date, or (ii) less than two (2) Business Days prior to the Closing Date, then Atlas Tailwind and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to be issued to the Company Stockholder in book-entry form within two (2) Business Days after such delivery. (ef) If any portion of the Adjusted Transaction Share Consideration is to be issued to a Person other than the Company Stockholder in whose name the surrendered Certificate or the transferred Company Common Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Share Consideration that, in addition to any other requirements set forth in the Letter of Transmittal or the Exchange Agent Agreement, (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Common Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Common Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (fg) No interest will be paid or accrued on the Adjusted Transaction Share Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.5, each Company Common Share (excluding other than, for the avoidance of doubt, any Dissenting Shares and the Company Shares cancelled and extinguished pursuant to Section 2.1(i2.1(h)) shall solely represent the right to receive a portion of the Adjusted Transaction Share Consideration to which such Company Common Share is entitled to receive pursuant to Section 2.1(h2.1(g). (gh) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Common Shares that were outstanding immediately prior to the Effective Time. (hi) Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders twelve (12) months following the Closing Date shall be delivered to Atlas Tailwind or as otherwise instructed by AtlasTailwind, and any Company Stockholder who has not exchanged his, her or its Company Common Shares for the applicable portion of the Adjusted Transaction Share Consideration in accordance with this Section 2.5 prior to that time shall thereafter look only to Atlas Tailwind for the issuance of the applicable portion of the Adjusted Transaction Share Consideration, without any interest thereon. None of AtlasTailwind, the Surviving Company or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Share Consideration remaining unclaimed by the Company Stockholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Atlas Tailwind free and clear of any claims or interest of any Person previously entitled thereto.

Company Stockholder Deliverables. (a) At least three (3) Business Days prior to the Closing Date, Atlas ACAH shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer Transfer& Trust Company (or any of its Affiliates) shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Common Shares and each Company Common Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Adjusted Transaction Aggregate Share Consideration issuable in respect of such Company Common Shares pursuant to Section 2.1(h) and on the terms and subject to the other conditions set forth in this Agreement. The Company shall reasonably cooperate with Atlas ACAH and the Exchange Agent in connection with the appointment of the Exchange Agent, the entry into the Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by AtlasACAH, by also entering into the Exchange Agent Agreement in the form agreed to by Atlas ACAH and the Exchange Agent) and the covenants and agreements in this Section 2.5 2.7 (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by AtlasACAH, or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated hereby). (b) At the Effective Time, Atlas ACAH shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 2.5 2.7 through the Exchange Agent, evidence of Atlas ACAH New Class B Common Shares in book-entry form representing the portion of the Adjusted Transaction Aggregate Share Consideration issuable pursuant to Section 2.1(h) in exchange for the Company Common Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Adjusted Transaction Aggregate Share Consideration issuable pursuant to Section 2.1(h) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.”. (c) Each Reasonably promptly after the Effective Time (and in any event within two (2) Business Days thereafter), ACAH shall send or shall cause the Exchange Agent to send, to each record holder of Company Stockholder Common Shares as of immediately prior to the Effective Time, whose Company Common Shares have were converted pursuant to Section 2.1(h) into the right to receive a portion of the Aggregate Share Consideration as determined pursuant to Section 2.1(h), (i) a letter of transmittal and instructions (which letter of transmittal will be in customary form) for use in such exchange (each, a “Letter of Transmittal”); provided, however, that the Exchange Agent shall not be required to deliver a Letter of Transmittal to any holder of Company Common Shares that has delivered a Letter of Transmittal with respect to such Company Stockholder’s Company Common Shares to the Exchange Agent at least two (2) Business Days prior to the Closing Date. (d) Each holder of Company Common Shares that has been converted into the right to receive a portion of the Adjusted Transaction Aggregate Share Consideration pursuant to Section 2.1(h) shall be entitled to receive the such portion of the Adjusted Transaction Aggregate Share Consideration as determined pursuant to which heSection 2.1(h) and as set forth in the Allocation Schedule and upon receipt of a duly completed and validly executed Letter of Transmittal with respect to such holder’s Company Common Shares and such other documents as may reasonably be requested by the Exchange Agent (collectively, she or it is entitled on the date provided in Section 2.5(d) upon “Exchange Documentation”). Promptly following delivery of such holder’s Exchange Documentation, the Exchange Agent will deliver to the holder of such Company Common Shares in exchange therefor such holder’s portion of the Aggregate Share Consideration as determined pursuant to Section 2.1(h) and as set forth in the Allocation Schedule, certified by in each case; provided, however, that if the Chief Executive Officer holder of the Company (the “Certified Allocation Schedule”), together with digital certificates representing all such Company Common Shares, along with digital assignments for transfer, free and clear of all Liens, of all Company Common Shares, in accordance with the customary procedures under the Company’s Carta platform, to the Exchange Agent. (d) If the Certified Allocation Schedule is delivered Shares delivers to the Exchange Agent in accordance the Exchange Documentation with Section 2.5(c) (i) respect to such holder’s Company Common Shares at least two (2) Business Days prior to the Closing Date, then Atlas and the Exchange Agent shall deliver to the holder of such Company shall take all necessary actions to cause the applicable Common Shares in exchange therefor such holder’s portion of the Adjusted Transaction Aggregate Share Consideration as determined pursuant to be issued to Section 2.1(h) and as set forth in the applicable Company Stockholder in book-entry form Allocation Schedule covered by such Exchange Documentation on the Closing Date, Date or (ii) less than two (2) Business Days prior to the Closing Date, then Atlas and the as promptly as practicable thereafter. Such Company Common Shares shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Consideration to forthwith be issued to the Company Stockholder in book-entry form within two (2) Business Days after such deliverycancelled. (e) If any portion of the Adjusted Transaction Aggregate Share Consideration is to be issued to a Person other than the Company Stockholder in whose name the surrendered Certificate or the transferred Company Common Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Aggregate Share Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Common Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Common Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (f) No interest will be paid or accrued on the Adjusted Transaction Aggregate Share Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.52.7, each Company Common Share (excluding any Dissenting Shares and the Company Shares cancelled and extinguished pursuant to Section 2.1(i)) shall solely represent the right to receive a portion of the Adjusted Transaction Aggregate Share Consideration to which such Company Common Share is entitled to receive pursuant to Section 2.1(h). (g) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Common Shares that were outstanding immediately prior to the Effective Time. (h) Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders twelve (12) months following the Closing Date shall be delivered to Atlas ACAH or as otherwise instructed by AtlasACAH, and any Company Stockholder who has not exchanged his, her or its Company Common Shares for the applicable portion of the Adjusted Transaction Aggregate Share Consideration in accordance with this Section 2.5 2.7 prior to that time shall thereafter look only to Atlas ACAH for the issuance of the applicable portion of the Adjusted Transaction Aggregate Share Consideration, without any interest thereon. None of AtlasACAH, the Surviving Company or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Aggregate Share Consideration remaining unclaimed by the Company Stockholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Atlas ACAH free and clear of any claims or interest of any Person previously entitled thereto.

Company Stockholder Deliverables. (a) At least three (3) Business Days prior to the Closing Date, Atlas ALPA shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company (or any of its Affiliates) shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Common Shares and Shares, each Company Common Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, in either case, for the portion of the Adjusted Transaction Share Merger Consideration issuable in respect of such Company Common Shares Share pursuant to Section 2.1(h) 2.1(a)(vii), and on the terms and subject to the other conditions set forth in this Agreement. The Company shall reasonably cooperate with Atlas and the Exchange Agent in connection with the appointment of the Exchange Agent, the entry into the Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by Atlas, by also entering into the Exchange Agent Agreement in the form agreed to by Atlas and the Exchange Agent) and the covenants and agreements in this Section 2.5 (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by Atlas, or otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated hereby). (b) At least three (3) Business Days prior to the Closing Date, the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, to the Company Stockholders a letter of transmittal in a customary form to be mutually agreed between the Parties (a “Letter of Transmittal”); provided that any representations and warranties made by a Company Stockholder in a Letter of Transmittal shall be limited to authority, title to the applicable Company Shares and absence of liens on the applicable Company Shares. (c) At the Effective Time, Atlas ALPA shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Company Stockholders and for exchange in accordance with this Section 2.5 through the Exchange Agent, evidence of Atlas New Class B Shares ALPA Common Stock in book-entry form representing the portion of the Adjusted Transaction Share Merger Consideration issuable pursuant to Section 2.1(h2.1(a)(vii) in exchange for the Company Common Shares outstanding immediately prior to the Effective Time. All shares in book-entry form representing the portion of the Adjusted Transaction Share Merger Consideration issuable pursuant to Section 2.1(h2.1(a)(vii) deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund”. (cd) Each Company Stockholder whose Company Common Shares have been converted into the right to receive a portion of the Adjusted Transaction Share Merger Consideration pursuant to Section 2.1(h2.1(a)(vii) shall be entitled to receive the portion of the Adjusted Transaction Share Merger Consideration to which he, she or it is entitled on the date provided in Section 2.5(d2.5(e) upon delivery (i) surrender of a Certificate (or affidavit of loss in lieu thereof in the Allocation Schedule, certified form required by the Chief Executive Officer Letter of the Company (the “Certified Allocation Schedule”Transmittal), together with digital certificates representing all the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent or (ii) delivery of an “agent’s message” in the case of Company Common SharesStock held in book-entry form, along with digital assignments for transfer, free and clear of all Liens, of all Company Common Shares, in accordance together with the customary procedures under delivery of a properly completed and duly executed Letter of Transmittal (including, for the Company’s Carta platformavoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Exchange Agent. (de) If a properly completed and duly executed Letter of Transmittal, together with any Certificates (or affidavit of loss in lieu thereof in the Certified Allocation Schedule form required by the Letter of Transmittal) or an “agent’s message”, as applicable, is delivered to the Exchange Agent in accordance with Section 2.5(c2.5(d) (i) at least two one (21) Business Days Day prior to the Closing Date, then Atlas ALPA and the Company shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Merger Consideration to be issued to the applicable Company Stockholder in book-entry form on the Closing Date, or (ii) less than two one (21) Business Days Day prior to or on or after the Closing Date, then Atlas ALPA and the Company (or the Surviving Corporation) shall take all necessary actions to cause the applicable portion of the Adjusted Transaction Share Merger Consideration to be issued to the Company Stockholder in book-entry form within two (2) Business Days after such delivery. (ef) If any portion of the Adjusted Transaction Share Merger Consideration is to be issued to a Person other than the Company Stockholder in whose name the surrendered Certificate or the transferred Company Common Share Shares in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Adjusted Transaction Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Common Share Shares in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a Person other than the registered holder of such Certificate or Company Common Share Shares in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (fg) No interest will be paid or accrued on the Adjusted Transaction Share Merger Consideration (or any portion thereof). From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.5, each Company Common Share (excluding any other than, for the avoidance of doubt, the Dissenting Shares and the Company Shares cancelled and extinguished pursuant to in accordance with Section 2.1(i2.1(a)(viii)) shall solely represent the right to receive a portion of the Adjusted Transaction Share Merger Consideration to which such Company Common Share is entitled to receive pursuant to Section 2.1(h2.1(a)(vii). (gh) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers of Company Common Shares that were outstanding immediately prior to the Effective Time. (hi) Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders twelve (12) months following the Closing Date shall be delivered to Atlas ALPA or as otherwise instructed by AtlasALPA, and any Company Stockholder who has not exchanged his, her or its Company Common Shares for the applicable portion of the Adjusted Transaction Share Merger Consideration in accordance with this Section 2.5 2.6 prior to that time shall thereafter look only to Atlas ALPA for the issuance of the applicable portion of the Adjusted Transaction Share Merger Consideration, without any interest thereon. None of AtlasALPA, the Surviving Company Corporation or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any portion of the Adjusted Transaction Share Merger Consideration remaining unclaimed by the Company Stockholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable Law, the property of Atlas ALPA free and clear of any claims or interest of any Person previously entitled thereto.